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agreed to acquire

Remington Products

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in an all-cash deal valued at about $322 million, including the assumption of debt.

Remington, based in Bridgeport, Conn., makes shaving and personal grooming products. The companies expect to close the transaction within the next 60 days.

Remington is owned by the Kiam family and Vestar Capital Partners. For the 12 months ended June 30, Remington reported sales of $360.3 million and earnings of $20.2 million. Rayovac has close to $1 billion in sales.

Rayovac believes the acquisition will add to its earnings in fiscal 2004. The transaction requires regulatory approval.